Why investors who invest in Chinese companies have to worry

Recently, new fraud charges were filed with the SEC involving a Chinese company that traded in the United States. This fraud claim states that two former executives of a Chinese coal company stole and sold the company's assets before they raised more than $100 million from public investors in the US.

27 Feb, 2012, 12.55AM IST
New York Times
Economic Times

Without a rule of law, investing is an extraordinarily hazardous undertaking. The latest charges of fraud in a Chinese company traded in the United States were filed last week by the Securities and Exchange Commission against two former executives of a Chinese coal company who the commission says stole and sold the company's assets before they raised more than $100 million from public investors in the US.

In some ways, the theft was not the most audacious part of the strange case of Puda Coal, which traded on the NYSE Amex stock exchange in New York. The attempted cover-up, involving a forged letter from a Chinese state-owned entity and a fake takeover offer, were even more brazen.

But what is most amazing is how easy it turned out to be to discover the fraud. It was basically spelled out in documents that were publicly available in China months before US and Canadian investment banks, advised by major law firms, raised the money from investors. But it appears no one bothered to look, not the underwriters and not the auditors.

"They charge a lot for due diligence," says the man who uncovered the fraud, Dan David, a 43-year-old money manager from Skippack, Pennsylvania. "But they don't do it." At the same time Americans were investing money in the company, Citic Trust, a Chinese state-owned company, was selling investments in the same asset to Chinese investors, saying, evidently correctly, that it controlled the asset.

What the documents showed was laid out this week by the SEC as it filed charges of civil fraud against Ming Zhao, Puda's chairman, and Liping Zhu, the company's former chief executive. Puda's principal asset was a coal mining company, Shanxi Puda Coal. But in 2009, the chairman transferred that interest from Puda to himself. The next year, he sold a controlling interest in it to Citic.

Puda, which had gone public in the US through a merger with a shell company in 2005, did not disclose those crucial facts when, in February 2010, it raised $12.8 million selling stock to US investors, in an offering underwritten by Brean Murray, Carret & Co of New York and Newbridge Securities of Fort Lauderdale, Florida.

In December 2010, a $100-million share sale was underwritten by Macquarie Capital, a Canadian firm, and Brean Murray. Investors in that offering paid $12 a share for stock that now trades for about 25 cents. All told, the underwriters collected fees of $6.5 million, but they seem not to have acquired the documents that David said cost him $500. A spokeswoman for Macquarie declined this week to comment, and officials of the other firms did not respond to inquiries.

The fraud blew up last spring. On Friday, April 8, David posted his analysis on his website, GeoInvesting, and a similar analysis was posted on the website of Alfred Little, a firm that had a reputation for spotting Chinese frauds. That analysis was unsigned, but it was written by Andrew Wong, head of the IFRA Group, a Hong Kong research firm.

"In contrast to most of the other Chinese frauds, where the business was not real, this was a profitable company that the chairman just stole," Wong said in an interview this week. He said he had looked into the company after David asked him to review his own research. "Incredibly," Wong wrote in his report, "Puda's auditor, Moore Stephens, failed to catch this theft of an entire company that is clearly documented in government ownership filings that any lawyer can obtain directly from the source."

The stock plunged to $6 by the time the New York Stock Exchange suspended its trading the following Monday. It would not trade again until it traded over the counter for two days in August, after it was delisted from the NYSE. The SEC suspended it again. It trades now on the over-the-counter market. The company's audit committee investigated the allegations, and eventually concluded they were accurate. But there was excitement along the way.

In April, Zhao produced a letter, ostensibly from Citic, saying that it had not purchased the company, and sought to reassure investors by saying he was considering taking the company private at $12 a share. Eventually, Citic said the letter was false, and the company said Zhao had admitted forging it. In most Chinese fraud cases, the allegations are made by short-sellers, who have bet that the stock will decline.

David, however, is a manager who owned Chinese companies and believed in them. He set out to prove the shorts were wrong. "What came back to me was that the short-sellers were right." He asked the investigators to look at companies in which he had invested or was considering buying. Puda was one of the latter.

The readily available documents were filed with China's State Administration for Industry and Commerce, known as SAIC, showing transactions affecting the filing companies. The forms are in Chinese, of course, but for the money that investment banks charge, you would think they could afford a few translators.

The two men charged by the SEC are evidently in China and have no intention of coming to the US to face the allegations. The Chinese authorities appear thus far to have shown no interest in bringing charges against the men named by the SEC.

A basic requirement of investment markets is for investors to have a reasonable confidence that they are not being defrauded, and, if it turns out they are, that the government will seek to punish those responsible. Those who invest in Chinese companies today have reason to worry.

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